BlackRock to Acquire WCAS Stake in CenterWell Venture Valued at $2.8 Billion
Key Facts
BlackRock will acquire WCAS’s existing stake, valued at about $2.8 billion, as part of a new joint venture with Humana subsidiary CenterWell to manage and operate primary care clinics for seniors. Humana announced the venture on October 13, 2026, saying BlackRock will own the majority stake while CenterWell retains a minority stake. CenterWell will continue to manage and operate the clinics, according to the company’s statement. The new partnership replaces CenterWell’s two existing ventures with WCAS. The $2.8 billion represents the value of WCAS’s ownership stake transferring to BlackRock, not a direct cash investment of that amount announced for Humana.
Humana says the joint venture expects to deploy additional capital over the two years following the announcement. The funding will support existing clinical operations, establish new clinics and expand the network through strategic acquisitions. The structure thus combines CenterWell’s continued operation and management with BlackRock’s majority ownership. This comes as the partnership seeks to increase the clinic network’s capacity to expand, according to Humana’s statement. The statement did not specify the total amount of additional capital expected to be deployed during that period.
The new venture’s structure differs from previous arrangements in one respect concerning Humana’s obligations: it does not include a mandatory put option in BlackRock’s favor. The company said the absence of this option is expected to lead to a significant reduction in balance-sheet obligations, following the removal of mandatory put arrangements tied to the previous ventures. Humana also expects the new structure to have a lower cost of capital. In its preliminary financial disclosure, the company estimated the venture’s net option obligation at about $255 million as of the transaction date. That estimate reflects the option obligation recorded for the venture when the transaction was completed, according to the filing with the U.S. Securities and Exchange Commission.
The agreement gives CenterWell the option to buy existing clinics in stages, with purchases available without a penalty starting in 2028. Humana says successive annual payments could cover up to one-third of the clinics each time. This means the option does not provide for all clinics to be reacquired at once, and the company may choose not to exercise it or to exercise it partially. If Humana opts to buy at the earliest available dates, it may need up to $1.1 billion in 2028, the same amount in 2029, and then $1.2 billion in 2030. These are estimates of the amounts required if the option is exercised on those dates, according to the company’s disclosure.
Humana expects to complete the transaction in the fourth quarter of 2026, subject to customary closing conditions and regulatory approvals at the state and federal levels. The company said it does not expect the transaction to have a material effect on its 2026 adjusted earnings guidance. The agreement is Humana’s second strategic transaction with BlackRock in 2026, according to Humana. The first came after an agreement to sell all or most of Humana’s minority stake in Gentiva to an investor consortium that includes BlackRock. The clinic purchase option, meanwhile, extends to successive dates starting in 2028, with estimated amounts specified for the first three years.